Epstein Secrets

is made and entered into as of December 28, 2012 (the "Effective Date") by and among Adf in Solutions, Inc. a Delaware corporation (the "Company"), Jonathan Leitersdorf (the "Common Holder"), and the holders of Series A Preferred Stock (the "Series A Stock") as set forth on Exhibit A hereto (the "Holder" or the "In

ant to this Section 2.1 a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore

se or proceeding shall not be dismissed or discharged within twenty (20) days of commencement; or (e) Sale of Securities by Key Persons. Either of Jonathan Leitersdorf or David J. Mitchell (including any of the entities owned by or affiliated with such Persons) sell all or any portion of their equity securities in

Price, the Series A-1 Purchase Price shall be adjusted to equal the price per share paid for such equity securities (as calculated in good faith by the Board of Directors of the Company). "Excluded Equity" means: (i) equity issued upon exercise or conversion of presently outstanding exercisable or convertible securities

ive as of the Initial Closing, the Board of Directors shall consist of Five (5) authorized directors. As of the Closing, the Board shall consist of Jonathan Leitersdorf, Gil Mandelzis, Roy Lowrance, Jeanne Houweling and David J. Mitchell. David J. Mitchell executes standard form indemnification agreement and is gran

ant to this Section 2.1 a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore